As noted in the last blog, the drafters of the Uniform Commercial Code were very specific in their directions to the courts regarding the manner in which the UCC is to be interpreted:
The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies…. Section 1-103(a).
The underlying purposes and policies of the Code are stated in Sections 1-103 (a)(1)(2)(3) as follows:
(1) to simplify, clarify, and modernize the law governing commercial transactions;
(2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3) to make uniform the law among the various jurisdictions.
As an attorney and legal consultant, I have found the strategies utilized to implement these purposes and policies to be the most enjoyable component in the analytical process, in that it provides a limitless opportunity for creativity to achieve the desired result. There are four steps involved in the process:
- Delineating the facts;
- Application of the facts to the relevant substantive provisions involved;
- Isolating the key provisions upon which the case will most likely be determined;
- Identifying a purpose or policy which supports the interpretation being advocated.
The first component is critical. There are two basic directions that this portion of the case can take. First, there may be two distinct versions of the facts, each of which will support a verdict if proven to be true. Second, there may be no dispute as to the critical facts, in which case the result will depend on the interpretation of the law as applied to the facts.
In the second stage, the statute comes to life. The UCC is, in many instances, a distillation of commercial fact patterns which have repeated themselves over time, in many cases, over hundreds of years. A given section may contain many independent rules, which may or may not be activated when the facts are superimposed on the relevant statutory provision. Once the applicable portions of the statute have been activated, the advocate is placed in the position of creating the arguments which will carry his or her side to victory.
The question then becomes: which of the purposes or policies can be utilized to guide the court to the desired result? This is where the great art of advocacy comes into play. The skilled advocate will be able to use the facts of his or her case, line it up with a particular policy, and demonstrate to the court why the result being advocated will support the policy being activated.
Once the appropriate policy is identified, the advocate directs the court’s attention the mandate of ‘liberal construction and application of the Uniform Commercial Code’ to support the policy identified, and why, in the case under consideration, the result so advocated precisely accomplishes that goal.
learntheucc 